EFTA01366516.pdf

Amendment #4 Page 87 of 868 Jive of to! an. Movers who will corenue to have eccranc interests in out Sponsor Wowing the compatriot the cffenng trey be confhcted when adveing our Corporate Governance arid Conflicts Committee or ethenvise parbcpating in the negotiation or agora/al of such uansactons. These execuwe officers have significant protect- and industry- specific expense that could prove beneficial to our CorporateGovernance and Conflicts Commeeetdecison-rreking process and the absence of such strategic guidance could have a material adverse effect on the Corporate Governance and Conflicts Ccrnmttee's abisty to (waste any such transaction Furthermore, the creation of our Corporate Governance and Conflicts Committee and our related party transaction approval policy may not insulate us from derivative claims pertaining to related party transactions and the conflicts of interest described in this risk factor Regardless of the merits of such dams. we may be required to expend ragrifcant management tine and financial resoLroes n the defense thereat Additonally, to the extent we far to appropnateh deal with any such crams it could negatively impact our reputabon and &Ay to raise additional funds arid the winingress of coulerOarbes to cb business with is, all of whch could have a material adverse effect on our business, kerma' C0nclasan resins of operations and cash tows The holder or holders of our Vas may eject to cause Global LLC to Issue Class (31 units to it or them M connection with a resetting of target Msmention levels related to the IORk without the approval of our Corporate Governance and Conflicts Committee or the holders of Global LLC' units. us as manager of GlobalLLC, or our board of directors (or any committee thereof). This could result in lower distributions to holders of our Class A carman stock. The holder or holden d a majority of the ICRs (really our Sponsor Moog) a whoey owned subsidiary) have the ugh. if the Subordination Period has expired and if we have mode cash distributions ti excess of the then-applicable Third Target Distribution for each of the arid fox consecutive fiscal (vane's. to reset the nitial target diStribilOn levels at higher levels tend on Global U.C's cash datnbution levels at the trip of the exerose of the reset election The right to reset the target destrection levels may be exercised without the approval of tre holders of Global LLCs unts. us. as manager of Global LLC. or our board of drectors (a any committee thereof) Fceowing a reset electron, a baseline diseituton amount wit be calculated as an antacdt equal to the average cash dstrituton per Class A unit. Class ei und arid Class B inn for the two consecutive tin* /darters immediately precedng the reset election. such amount a referred to as the 'Reset Minimum Quarterly Drentulon.' and the target Ostitubon levels will be reset to coresponOngy higher levels based on percentage increases above the Reset Won" easterly Distribution In connection with the reset election. the holders of the ICRs will receive Global U_C's Class Bt units and shares of our Class Ell common stock Tterefore, the reset of the IDRs ern dilute existing stool:herders' om-ersho Ths daAon of ownership may cause ration of I June chant:Mors per share as a higher percentage of distributions per share wocid go to our Spenser or a future owner of the ORs if the 'Das are sold We anticipate trot our Spored would exercise the reset hat in order to facilitate aoquistbors or internal got" projects that woUd not be SuffiCently accretive to Cash dreinbutrans without such conversion However, d e passable trot our Sponsor (or another holder) could exercise this reset election at a time when Global LLC is excenenong declines in aggregate cash (ambulate or a expected to expenence declines in its aggregate cash diStntidOrs In such Sduatawn. the holder CC the IDRa May desire to be issued Class B1 units rather than retain the right to receive incentive diatribub0rs based on the Initial target distribution levels M a result a reset election may cause Global (whch will hod all of Global LLts Class A units), and in turn holders of our Class A common stock to experience a reduction in the amount of cash thenbutions that they wculd have otherwise received had Global LLC rot ISSind rew Class B1 lints to the holders d the ICRsricanection with resetting the target dein Cueon levels See 'Certain relationships and related party trarsactons—Amended and Restated Operatng Agreement of Global LLC—Distritueons ' 79 http://cfdocs.btogo.com:27638/cf/drv7/pub/edgar/2015/07/20/0001193125-15-256461/d78... 7/20/2015 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0058044 CONFIDENTIAL SDNY_GM_00204228 EFTA01366516